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General Terms and Conditions (GTC)

This is a translation; the Hungarian version is legally binding.
Effective: 12 February 2026
Version: 2.0

1. General Provisions

1.1 Purpose and Scope of the GTC

  1. These General Terms and Conditions (the “GTC”) govern the contractual relationship between Glazer-Innovation Kft. (the “Service Provider”) and the party contracting with it (the “Customer”).

  2. The GTC apply in particular to the following services:

  • implementation of an Odoo Enterprise-based ERP system and its operation on a software-as-a-service (SaaS) basis,

  • custom software development,

  • AI-based solutions and related professional support.

  1. These GTC are primarily intended for business-to-business (B2B) contracts. If the Customer is a consumer, mandatory consumer protection provisions shall apply, together with separate consumer terms where necessary.

1.2 Service Provider Details

  • Company name: Glazer-Innovation Kft.

  • Registered office: 2053 Herceghalom, Boróka utca 27/A

  • Company registration number: 13-09-190830

  • Tax number: 26212964-2-13

  • E-mail: hello@glazer-innovation.com

  • Website: https://glazer-innovation.com

1.3 Definitions
  1. Parties: the Service Provider and the Customer collectively.

  2. Contract: the individual contract, these GTC, any applicable Service Level Agreement (SLA) and any Data Processing Agreement (DPA), taken together.

  3. User: a natural person authorised by the Customer who uses the Service.

  4. System: the Odoo-based ERP system, its connected modules, integrations and AI components, and the related infrastructure.

  5. Business Day: any day from Monday to Friday other than a public holiday.

1.4 Relationship Between the Contractual Documents

  1. In the event of any inconsistency between the contractual documents, the following order of precedence shall apply:

  • the individual contract,

  • the DPA,

  • the SLA,

  • these GTC,

  • other annexes.

   2. The Customer confirms that it has read and accepted these GTC before entering into the Contract.

1.5 Amendment of the GTC

  1. The Service Provider is entitled to unilaterally amend the GTC.

  2. It shall notify the Customer of the amendment in writing (e-mail, customer portal) at least 15 days before its entry into force.

  3. If a material amendment adversely affects the Customer, the Customer may terminate the Contract by giving ordinary notice before the amendment takes effect.

2. Conclusion of the Contract and Commencement of the Service

2.1 Offer and Acceptance

  1. The Service Provider's offer is valid for 30 days, unless the offer provides otherwise.

  2. The Contract is concluded upon the Customer's written acceptance of the offer, or upon the signing of a separate individual contract.

2.2 Conditions for Commencement

The Service Provider shall commence the provision of the service once the following conditions have been fulfilled:

- conclusion of the Contract,

- provision of the information and access required to commence the service,

- payment of an advance or initial fee, if required by the individual contract.

3. Description of the Services

3.1 ERP Implementation and SaaS Operations

The service may in particular consist of the following elements:

  • needs assessment and system design,

  • configuration,

  • training and implementation support,

  • cloud-based operation,

  • troubleshooting and support.

3.2 Custom Development

  1. The subject matter, schedule, acceptance criteria and fees of the custom development (module, integration, API, etc.) are set out in the individual contract.

  2. Development work may be carried out on a milestone basis or billed on an ongoing time-and-materials basis.

3.3 AI Services

  1. The AI services may in particular include:

  • AI strategy consulting,

  • knowledge base and RAG solutions,

  • chatbot and assistant functions,

  • process and content support.

   2. The Service Provider may replace the underlying AI technology, provided that this does not diminish the essential functionality of the service or infringe the Customer’s rights.

4. Service Level, Support and Maintenance

4.1 Availability

  1. Unless otherwise specified in the SLA, the Service Provider commits to a monthly availability target of 99.5%.

  2. The duration of scheduled maintenance is not included in the availability calculation.

4.2 Scheduled Maintenance

The Service Provider shall notify the Customer of scheduled maintenance at least 48 hours in advance, except in the case of urgent security maintenance.

4.3 Support

  1. The reporting channels are: the customer portal and hello@glazer-innovation.com.

  2. Unless otherwise specified in the SLA, the Service Provider shall acknowledge receipt of a support request within 24 hours.

  3. Target resolution times for reported faults, according to their severity, are set out in the SLA or the individual contract.

5. Fees, Invoicing, Payment

5.1 Fees

  1. The fees are set out in the individual contract or the price list in force at the relevant time.

  2. Unless indicated otherwise, prices are net prices, i.e. they do not include VAT.

5.2 Invoicing and Payment

  1. Invoicing is carried out electronically.

  2. Payment deadline: 8 days from the date of issue of the invoice, unless otherwise agreed.

  3. Method of payment: bank transfer.

5.3 Late Payment

  1. In the event of late payment, the Service Provider may charge default interest in accordance with the Hungarian Civil Code (Ptk.).

  2. In business-to-business transactions, the Service Provider is also entitled to claim the statutory fixed sum for debt recovery costs.

  3. If payment is more than 8 days overdue, the Service Provider may suspend all or part of the service after giving prior notice.

5.4 Price Change

  1. The Service Provider is entitled to modify the fees no more than once per year.

  2. It shall inform the Customer of the change at least 30 days in advance.

  3. If a fee change adversely affects the Customer, the Customer may give notice to terminate the Contract in accordance with the provisions on termination on notice before the change takes effect.

6. Rights and Obligations of the Parties

6.1 Obligations of the Service Provider

The Service Provider shall:

  • provide the service with reasonable professional skill and care,

  • treat the Customer's data confidentially,

  • comply with the statutory and contractual data security requirements.

6.2 Obligations of the Customer

The Customer shall:

  • pay the fees on time,

  • provide the necessary information and access,

  • use the System lawfully,

  • ensure the security of its own user accounts and passwords,

  • refrain from uploading unlawful, offensive content or content that infringes the rights of third parties.

7. Intellectual Property and Usage Rights

7.1 Third-Party Components

  1. The software elements provided by Odoo and other third parties are governed by their own respective licence terms.

  2. The Customer is obliged to comply with the related licence terms.

7.2 Custom Developments

  1. Unless otherwise agreed in an individual agreement, the economic rights under copyright in any custom development shall belong to the Service Provider.

  2. The Service Provider grants the Customer a non-exclusive, non-transferable right of use limited to the purpose of the Contract.

  3. The Customer is not entitled to reverse-engineer the software, unless expressly permitted by law.

7.3 Customer's Data

Ownership of the data uploaded by the Customer belongs to the Customer.

8. Confidentiality

8.1 Confidentiality Obligation

  1. Each Party shall keep the other Party’s business, technical and organizational information confidential.

  2. Confidential information may be used only to the extent necessary to perform the Contract.

8.2 Exceptions

The confidentiality obligation shall not apply to information where:

  • the information is generally known or has lawfully become publicly available,

  • disclosure of the information is required by law or lawfully demanded by an authority,

  • disclosure of the information has been authorized in advance in writing by the Party entitled to its confidentiality.

8.3 Duration

The confidentiality obligation shall survive termination of the Contract for 5 years and, in the case of trade secrets, for as long as required by applicable law.

9. Data Protection and Data Security (GDPR)

9.1 Roles

  1. As a general rule, the Customer is the data controller and the Service Provider is the data processor.

  2. The Parties shall enter into a separate Data Processing Agreement (DPA) that meets the requirements of Article 28 of the GDPR.

9.2 Legal Bases and Liability

  1. The Customer is responsible for ensuring that an appropriate legal basis exists for the processing of the personal data it controls.

  2. The legal basis may include, in particular, performance of a contract, compliance with a legal obligation, legitimate interests or consent.

9.3 Data Security

The Service Provider applies appropriate technical and organizational measures, in particular:

  • access management,

  • logging,

  • data backups,

  • protection of data transmission and storage,

  • vulnerability management.

9.4 Sub-processors

  1. The Service Provider is entitled to engage sub-processors.

  2. The Service Provider ensures that a written, GDPR-compliant agreement is in effect with each sub-processor.

  3. The Service Provider shall inform the Customer in advance of any change of sub-processor.

9.5 Personal Data Breaches

The Service Provider shall notify the Customer of a personal data breach without undue delay and, in any event, within 24 hours of becoming aware of it.

9.6 Privacy Notice

The Service Provider publishes a separate Privacy Notice on its website regarding its own, independent data processing activities.

10. Special Terms Applicable to AI Services

10.1 Nature of AI Outputs

  1. The outputs generated by AI are probabilistic in nature, and their accuracy cannot be guaranteed.

  2. An AI output does not, in itself, constitute legal, tax, financial or other professional advice.

10.2 Human Review

The Customer is obliged to subject the AI outputs to human review before making any business, legal or financial decision.

10.3 Prohibited Use

The Customer may not use the AI service:

  • for unlawful purposes,

  • for purposes infringing personality rights,

  • for discriminatory or deceptive automated decision-making,

  • in any way that infringes the law or the rights of a third party.

10.4 Change of Model or Service

The Service Provider reserves the right to replace the AI model, service partner or technical architecture if this is justified for legal, security or service quality reasons.

11. Liability and Limitation of Liability

11.1 General Liability

  1. The Service Provider shall be liable for breach of the Contract in accordance with the Hungarian Civil Code (Ptk.).

  2. The Service Provider does not exclude or limit its liability in cases where this is prohibited by law.

11.2 Limitation of Liability

  1. Unless otherwise agreed in the individual contract, the Service Provider’s aggregate liability for damages shall not exceed the total service fees, excluding VAT, actually paid by the Customer during the 12 months preceding the event giving rise to the loss or damage.

  2. This limitation shall not apply to loss or damage caused intentionally or through gross negligence, or to loss or damage resulting from death, bodily injury or harm to health.

11.3 Excluded Damages

The Service Provider shall not be liable for loss of profit or for indirect or consequential loss or damage, except to the extent that such liability cannot lawfully be excluded.

11.4 Third-Party Services

The Service Provider is not liable for the failure, malfunction or termination of a third-party service chosen or approved by the Customer, unless the damage can be directly attributed to the Service Provider's culpable conduct.

12. Defective Performance and Warranty for Defects

12.1 Notification

The Customer shall notify the Service Provider of any defect in writing without delay and, in any event, within 5 Business Days of becoming aware of it.

12.2 Handling of Service Defects

The Service Provider shall, in the first instance, remedy the defect or re-perform the service in accordance with the Contract.

12.3 Legal Consequences

If the defect is not remedied within a reasonable time, the Customer shall be entitled to a proportionate reduction in the fee or, in the event of a material breach of the Contract, to terminate the Contract.

13. Term and Termination of the Contract

13.1 Term

The Contract is concluded for an indefinite period, unless the individual contract provides otherwise.

13.2 Termination on Notice

Either Party may terminate the Contract by giving 30 days’ written notice.

13.3 Termination for Cause

  1. Either Party may terminate the Contract with immediate effect if the other Party commits a material breach of the Contract and fails to remedy it within the cure period specified in a written notice requiring it to do so. The cure period shall be at least 15 days.

  2. A material breach of contract shall in particular include:

  • payment being more than 30 days overdue,

  • unlawful use of the System,

  • repeated breach of a material service obligation.

14. Termination, Data Handover, Data Deletion (Exit)

14.1 Data Handover

  1. Upon termination of the Contract, the Service Provider shall, at the Customer's request, provide the data in a structured, commonly used, machine-readable format.

  2. The technical details and any fee for the data handover are set out in the individual contract or the current price list.

14.2 Data Deletion

  1. The Service Provider shall delete the Customer's data from the production systems within 30 days of termination, unless a longer retention period is prescribed by law or by an order of an authority.

  2. Data contained in backups is deleted as part of the normal overwrite cycle.

15. Force Majeure

15.1 Definition

Force majeure means any unforeseeable and unavoidable circumstance beyond the control of the affected Party that temporarily or permanently prevents that Party from performing its obligations under the Contract.

15.2 Legal Consequence

  1. For the duration of a force majeure event, the affected Party shall be relieved of the legal consequences of any delay caused by that event.

  2. The affected Party shall notify the other Party without delay and cooperate in mitigating any resulting loss or damage.

16. Complaint Handling and Dispute Resolution

16.1 Complaint Handling

  1. The Customer may send its complaint to the e-mail address hello@glazer-innovation.com.

  2. The Service Provider shall acknowledge receipt of the complaint within 2 Business Days and investigate it on its merits.

16.2 Consultation

In the event of a dispute, the Parties shall engage in at least one exchange of written communications aimed at resolving the dispute before commencing court proceedings.

16.3 Jurisdiction, Applicable Law

  1. The Contract is governed by Hungarian law.

  2. The Parties shall first seek to resolve their disputes amicably. If no amicable resolution is reached, the dispute shall be submitted to the court with territorial jurisdiction over the Service Provider’s registered office and subject-matter jurisdiction over the dispute.

17. Miscellaneous and Final Provisions

17.1 Severability

If any provision of the Contract is invalid or unenforceable, this shall not affect the validity of the remaining provisions.

17.2 Assignment

The Customer may not transfer its rights and obligations arising from the Contract without the Service Provider's prior written consent.

17.3 Written Form

E-mail communications between the Parties shall satisfy the requirement for written form if their transmission and content can be reliably verified.

17.4 Entire Agreement

The Contract contains the entire agreement between the Parties and supersedes all prior statements on its subject matter.

17.5 Entry into Force

These GTC enter into force on the specified effective date.